Charter – ASWIG SOLUTIONS VIETNAM COMPANY LIMITED

CHARTER
OF
ASWIG SOLUTIONS VIETNAM COMPANY LIMITED

TABLE OF CONTENTS

CHAPTER I: GENERAL PROVISIONS.................................................................................1

Article 1. Legal status and scope of responsibilities.....................................................1

Article 2. Name of the Company..................................................................................1
Article 3. Head office....................................................................................................1
Article 4. Scope of business activities and investment capital the Project...................1
Article 5. Operation Term.............................................................................................2
Article 6. Legal representative......................................................................................2
Article 7. Company’s Owner........................................................................................2
Article 8. Rights and obligations of the Company’s Owner.........................................3

CHAPTER II: CHARTER CAPITAL................................................................................4

Article 9. Charter Capital..............................................................................................4

Article 10. Increases, reduction of the Charter Capital...................................................4

CHAPTER III: ORGANIZATION AND MANAGEMENT STRUCTURE AND

OPERATION PRINCIPLE.......................................................................5

Article 11. Organization and management structure......................................................5

Article 12. The Members’ Council.................................................................................5
Article 13. Chairman of the Members’ Council.............................................................6
Article 14. General Director............................................................................................6
Article 15. Inspector(s)...................................................................................................7
Article 16. Obligations of the Members’ Council, the General Director and the
Inspector(s)...................................................................................................8
Article 17. Remuneration, salary and other benefits of managers of the Company
and the Inspector(s).......................................................................................9
Article 18. Contracts and transactions of the Company with related persons................9

CHAPTER IV: ACCOUNTING AND FINANCE............................................................10

Article 19. Fiscal year...................................................................................................10

Article 20. Accounting books.......................................................................................10

CHAPTER V: RE-ORGANIZATION, DISSOLUTION................................................10

Article 21 Re-organization of the Company................................................................10

Article 22. Dissolution and liquidation of the assets of the Company..........................10

CHAPTER VI: IMPLEMENTATION PROVISIONS....................................................10

Article 23. Effect of the Charter....................................................................................10

Article 24. Manner of amendment and addition to the articles of the Charter.............11
Charter – ASWIG SOLUTIONS VIETNAM COMPANY LIMITED

Article 25. Final provision............................................................................................11

Charter – ASWIG SOLUTIONS VIETNAM COMPANY LIMITED

CHARTER
OF
ASWIG SOLUTIONS VIETNAM COMPANY LIMITED
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CHAPTER I: GENERAL PROVISIONS

Article 1. Legal status and scope of responsibilities

1.1 ASWIG SOLUTIONS VIETNAM COMPANY LIMITED (hereinafter referred to as the

“Company”) is an one-member limited liability company, wholly owned by ASWIG IT PTY
LTD.

1.2 The Company is legally established and operates in Vietnam, carries out bussiness activities
in accordance with regulations of relevant laws.

1.3 The Company Owner shall only be liable for the debts and other asset liabilities of the Company
within the Charter Capital of the Company.

1.4 The Company shall have legal entity status from the issuing date of the Investment Certificate.

Article 2. Name of the Company

2.1 Name in Vietnamese: CÔNG TY TNHH GIẢI PHÁP ASWIG VIỆT NAM

2.2 Name in English: ASWIG SOLUTIONS VIETNAM COMPANY LIMITED

2.3 The abbreviation name: ASWIG SOLUTIONS

Article 3. Head office

3.1 The head office of the Company is located at Unit 2, 20th Floor, Green Power Tower, 35 Ton
Duc Thang Street, District 1, Ho Chi Minh City, Vietnam.

3.2 This head office may be removed to another location by a decision of the Members’ Council
and shall be registered with the Business Registration Authority not less than 15 days before
such change taking effect.

Article 4. Scope of business activities and investment capital of the Project

4.1 Business activities:

Providing consultancy services related to the installation of computer hardware; systems and
software consulting services; systems analysis services; systems design services;
programming services; systems maintenance services and data processing services.

4.2 The Company shall conduct the Project with following details:
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Fussell, Joseph David Housden ___________ Mccullagh, Cameron Scott ___________
General Director of the Company: Fussell, Joseph David Housden ___________
Charter – ASWIG SOLUTIONS VIETNAM COMPANY LIMITED

(a) The Project’s location: Unit 2, 20th Floor, Green Power Tower, 35 Ton Duc Thang
Street, District 1, Ho Chi Minh City, Vietnam.

(b) The objective of the Project: to conduct activities as mentioned in Article 4.1 above

(c) The Investment Capital for the Project: 4,180,000,000 VND (four billion one hundred
eighty million thousand Vietnamese dongs) equivalent to 200,000 USD (two hundred
thousand United States dollars).
Of which, capital contribution made by the Company’s Owner: 2,090,000,000 VND
(two billion ninety million Vietnamese dongs) equivalent to 100,000 USD (one
hundred thousand United States dollars).

(d) The operation of project shall be implemented in Vietnam and oversea in accordance
with the Company’s strategy and laws of Vietnam or of relevant countries.

Article 5. Operation Term

5.1 Operation Term of the Project is 05 (five) years from the issuing date of the Investment
Certificate (the “Term”).

5.2 The Project may be liquidated prior to expiry of the Term or extended for an additional term
by a decision of the Company’s Owner or regulations of the laws of Vietnam.

Article 6. Legal representative

Legal representative of the Company shall be the General Director who shall be appointed,
removed or dismissed by written decision of the Company’s Owner. The legal representative
of the Company is the person having the following personal details:

Full name: Mr. Fussell, Joseph David Housden

Position: General Director
Date of birth: 29 April 1966
Nationality: Australian
Passport No.: N5559984
Issuing date: 3 November 2011
Issuing place: Australia
Permanent residence: 7A Old Coast Road, Stanwell Park NSW 2508
Australia
Current address: AW-1401, Block A, The Manor Building, 91
Nguyen Huu Canh Street, Ward 22, District Binh
Thanh Ho Chi Minh City.

Legal representative of the Company shall reside permanently in Vietnam; in case of his
absence for more than thirty (30) days in Vietnam, he can authorize one managerial personnel
of the Company in writing to perform rights and duties of the legal representative of the
Company.

Article 7. Company’s Owner

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Fussell, Joseph David Housden ___________ Mccullagh, Cameron Scott ___________
General Director of the Company: Fussell, Joseph David Housden ___________
Charter – ASWIG SOLUTIONS VIETNAM COMPANY LIMITED

Name of Company’s Owner: ASWIG IT PTY LTD

Head office: Level 3, 345 George Street, Sydney NSW 2000 Australia

Incorporation Certificate: 114 293 417 issued by the Australian Securities and Investments
Commission on 16 May 2005.
Authorized representative:

Full name: Mr. Fussell, Joseph David Housden

Title: Managing Director
Date of birth: 29 April 1966
Nationality: Australian
Passport No.: N5559984
Issuing date: 3 November 2011
Issuing place: Australia
Permanent residence: 7A Old Coast Road, Stanwell Park NSW 2508 Australia

Article 8. Rights and obligations of the Company’s Owner

8.1 The Company’s Owner shall have the following rights:

(a) To make decisions on the contents of the Charter, amendments of and additions to
the Charter;

(b) To make decisions on strategies for development and annual business plans of the
Company;

(c) To make decisions on the organization and management structure of the Company,
to appoint, remove or dismiss the managerial positions of the Company including that
of the members of the Members’ Council;

(d) To make decisions on investment projects;

(e) To make decisions on plans of market development, marketing and technology;

(f) To approve loan agreements and other contracts;

(g) To make decisions on sale of assets;

(h) To make decisions on increases in the Charter Capital of the Company; on

assignment of all or part of the Charter Capital of the Company to other
organizations or individuals;

(i) To make decisions on establishment of subsidiary companies or on capital

contribution to other companies;

(j) To organize supervision and assessment of the business operation of the Company;

(k) To make decisions on the use of profits after discharge of tax obligations and other
financial obligations of the Company;
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Charter – ASWIG SOLUTIONS VIETNAM COMPANY LIMITED

(l) To make decisions on re-organization or dissolution and request for bankruptcy of

the Company;

(m) To recover all of the value of assets of the Company after the Company completes
dissolution or bankruptcy procedure;

(n) Other rights stipulated in the Enterprise Law and this Charter.

8.2 The Company’s Owner shall have the following obligations:

(a) To contribute capital in full and on time as undertaken; in the case of failure to
contribute capital in full and on time as undertaken, to be responsible for debts and
other property obligations of the Company;

(b) To comply with the Charter of the Company;

(c) To identify and separate assets of the Company’s Owner from assets of the Company;

(d) To comply with the law on contracts and relevant legislation with respect to any
purchase, sale, borrowing, lending, lease or rent and other transactions between the
Company and the Company’s Owner;

(e) To perform other obligations stipulated in the Enterprise Law and this Charter.

CHAPTER II: CHARTER CAPITAL

Article 9. Charter Capital

9.1 The Charter Capital of the Company is 2,090,000,000 VND (two billion ninety million
Vietnamese dongs) equivalent to 100,000 USD (one hundred thousand United States dollars),
in cash.

9.2 The Company’s Owner shall fully contribute the Charter Capital within 12 (twelve) months
from the issuing date of the Investment Certificate.

Article 10. Increases, reduction of the Charter Capital

10.1 The Company shall not be allowed to reduce the Charter Capital. The Company’s Owner is
only allowed to withdraw the Charter Capital by way of transferring the whole or any part of
the Charter Capital to any party(ies).

10.2 The Company can increase its Charter Capital by ways of the Company’s Owner shall make
additional investment or raising additional capital to be contributed by other party(ies) and to
be registered to the Investment Certificate in accordance with prevailing regulations.

10.3 The Company’s Owner shall decide on the form of increase and the amount of increase of the
Charter Capital. Where the Charter Capital is increased by raising additional capital to be
contributed by other party(ies), the Company must register to convert into a limited liability
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Charter – ASWIG SOLUTIONS VIETNAM COMPANY LIMITED

company with two or more members or a joint stock company within fifteen (15) days from
the date the new member undertakes to contribute capital to the Company.

CHAPTER III: ORGANIZATION AND MANAGEMENT STRUCTURE AND

OPERATION PRINCIPLE

Article 11. Organization and management structure       

The organization and mangagement structure of the Company includes:

- The Members’ Council;

- The General Director; and

- The Inspector(s).

Article 12. The Members’ Council

12.1 The Members’ Council of the Company includes 3 members appointed by the Company’s
Owner with the term of 5 years. The Members’ Council of the Company shall, in the name of
the Owner, organize the implementation of rights and obligations of the Owner; shall have
the right to implement rights and obligations of the Company in the name of the Company;
shall be responsible before the law and to the Owner for the implementation of delegated
rights and obligations in accordance with this Charter and relevant legislations.

12.2 Unless otherwise stipulated herein and required by the laws, rights, duties, obligations and
working regime of the Members’ Council in respect of the Owner shall be stipulated at the
instructions of the Owner from time to time.

12.3 A meeting of the Members’ Council shall be convened at any time upon request by the
Chairman.

12.4 A meeting of the Members’ Council shall be conducted where there are at least two thirds of
the members attending. Each member shall have an equal vote. A resolution of the
Members’ Council may be passed by way of collection of written opinions. In case a
resolution is not considered and voted by the Member’s Council on the principle of majority,
such resolution shall be passed pursuant to the opinion of the Chairman of the Members’
Council.

12.5 Unless otherwise stipulated in Article 12.6 herein, a resolution of the Members’ Council
shall be passed where approved by over a half of the attending members. A resolution of the
Members’ Council shall take legal effect from the date of passing.

12.6 A resolution of the Members’ Council in relation to amendment of or addition to the

Company’s Charter, re-organization of the Company or assignment of a part or all of the
Company’s capital must be approved by (i) at least three quarters of the attending members,
and (ii) the Owner.

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Fussell, Joseph David Housden ___________ Mccullagh, Cameron Scott ___________
General Director of the Company: Fussell, Joseph David Housden ___________
Charter – ASWIG SOLUTIONS VIETNAM COMPANY LIMITED

12.7 All meetings of the Members’ Council must be recorded in the book of minutes with their
contents as stipulated in Article 53 of the Enterprise Law.

Article 13. Chairman of the Members’ Council

13.1 Chairman of the Members’ Council:

Full name: Mr. Fleetwood Anthony David

Date of birth: 26 December 1971
Nationality: Australian
Passport number: N1610734
Issuing date: 05 August 2009
Issuing authority: Australia
Permanent residence: 26 Forest Glen Drive, Cranebrook NSW 2749 Australia

13.2 Rights and obligations of the Chairman of the Members’ Council:

a) To prepare or to organize preparation of working programs and plans of the

Members’ Council;

b) To prepare or to organize preparation of programs, agenda and documents for

meetings of the Members’ Council or for collection opinions of members;

c) To convene and preside over meetings of the Members’ Council;

d) To supervise or to organize the supervision of the implementation of resolutions made

by the Members’ Council;

e) To sign resolutions made by the Members’ Council on behalf of the Members’

Council; and

f) Other rights and obligations as stipulated in the law and the Company Charter.

13.3 In case of absence of the Chairman of the Members’ Council, he shall authorize a member in
writing to perform his rights and obligations in accordance with principles as stipulated in the
Company Charter. Where no member is authorized or the Chairman of the Members’
Council is incapable of working, all other members shall elect one of them to temporarily
exercise rights and obligations of the Chairman of the Members’ Council on principle of
simple majority.

Article 14. General Director

14.1 The General Director shall be appointed by the Company’s Owner for a term of 05 years or
such other term not exceeding 05 years which the Owner may decide to manage the day-to-
day business operation of the Company.

14.2 The General Director shall have the following rights:

a) To organize the implementation of resolutions of the Members’ Council;

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Charter – ASWIG SOLUTIONS VIETNAM COMPANY LIMITED

b) To make decisions on all matters relating to the day-to-day business of the Company;

c) To organize the implementation of the business plan and investment plan of the
Company;

d) To issue the regulations on internal management of the Company;

e) To appoint, remove or dismiss managerial positions in the Company, except for the
positions under the authority of the Members’ Council;

f) To sign contracts in the name of the Company, except cases under the authorities of
the Members’ Council;

g) To make recommendations with respect to the organization and management

structure of the Company;

h) To submit the final annual financial statements to the Members’ Council;

i) To recommend the plan for using the profits or for dealing with losses in business;

j) To recruit employees;

k) Other rights as stipulated in the labor contract which the General Director enters into
with the Chairman.

14.3 The General Director is responsible before the law and to Members’ Council for
implementing his rights and duties.

14.4 The General Director shall not be entitled to any pay rise or bonus when the Company is
unable to pay all of its due debts.

14.5 The General Director is requested to meet fully the following criteria and conditions:

a) To have full capacity for civil acts and not to be prohibited from management of
enterprises as stipulated in laws;

b) Not to be a related person of the Members’ Council, of the person who has power to
directly appoint the authorized representative;

c) To have relevant professional qualifications and experience in the main lines of

business of the Company.

Article 15. Inspector(s)

15.1 The Inspector(s) shall be appointed by the Owner for a term not exceeding 3 years; and shall
be re-appointed by the Owner after such term.

15.2 The Inspector(s) shall have the right to examine any document or paper of the Company at
the head office or a branch or a representative office of the Company (if any). The members
of the Members’ Council, the General Director and other managers shall be obliged to
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Charter – ASWIG SOLUTIONS VIETNAM COMPANY LIMITED

provide in full and on time information on implementation of Ownership rights and on

management, administration and the business of the Company at the request of the
Inspector(s).

15.3 The Inspector shall have the following duties:

a) To check the lawfulness, honesty and care of the Members’ Council and the General
Director in organizing the implementation of ownership rights and in managing the
business of the Company;

b) To evaluate financial statements, reports on business situations, reports on

assessment of management and other reports before submitting to the Owner or
relevant State bodies; to submit evaluation reports to the Owner;

c) To make recommendations to the Owner on solutions for amendments of, additions

to, the organization and management structure and administration of the business of
the Company;

d) To perform other obligations as requested or decided by the Owner.

15.4 The Inspector(s) is required to meet the following criteria and conditions:

a) To have full capacity for civil acts and not to be prohibited from management of
enterprises as stipulated in the Enterprise Law;

b) Not to be a related person of the Members’ Council, the General Director or the
person who has power to directly appoint the Inspector(s);

c) To have professional qualifications or work experience in accounting and auditing or

professional qualifications and practical experience in the main lines of business of
the Company.

Article 16. Obligations of the Members’ Council, the General Director and the Inspector(s)

16.1 To comply with the law, the Charter of the Company and decisions of the Owner in the
implementation of delegated rights and duties;

16.2 To perform the delegated rights and duties honestly, diligently and to their best ability to
ensure the maximize lawful interests and benefits of the Company and the Owner;

16.3 To be loyal to the benefits and interests of the Company and the Owner. Not to use
information, know-how, business opportunities of the Company, or to abuse the position and
power nor to use assets of the Company for the personal benefit of himself or herself or to
serve for other organizations or individuals;

16.4 To notify the Company in a timely, complete and accurate manner of the enterprises in
which they or their related person are owner or hold the controlling shares. This notice shall
be displayed at the head office and branches of the Company; and

16.5 To perform other obligations stipulated by the law and the Charter of the Company.
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Charter – ASWIG SOLUTIONS VIETNAM COMPANY LIMITED

Article 17. Remuneration, salary and other benefits of managers of the Company and the
Inspector(s)

17.1 Managers of the Company and the Inspector(s) shall be entitled to remuneration or salary
and other benefits in accordance with the business results and efficiency of the Company.

17.2 The Owner shall decide on the rate of remuneration, salary and other benefits of the
members of the Members’ Council and the Inspector(s). Remuneration, salary and other
benefits of the managers and the Inspector shall be included in business expenses in
accordance with provisions of the law on corporate income tax and other relevant legislation.

Article 18. Contracts and transactions of the Company with related persons

18.1 Contracts, transactions between the Company with the following subjects must be
considered and voted upon by the Members’ Council, the General Director and the
Inspector(s) on the principle of majority with one vote for each person:

a) The Owner and a related person of the Owner;

b) The General Director and the Inspector(s);

c) A related person of the persons stipulated in Sub-clause b of this Clause;

d) Managers of the Owner, the person authorized to appoint such managers;

e) A related person of the persons stipulated in Sub-clause d of this Clause.

The General Director must send to the Members’ Council and the Inspector(s); and at the
same time, display at the head office and branches of the Company (if any), the draft of such
contract or contents of such transaction.

18.2 The contracts and transactions stipulated in Clause 18.1 may only be approved upon
satisfaction of the following conditions:

a) The parties executing a contract or performing a transaction are independent legal

entities with separate rights, obligations, assets and interests;

b) The price used in a contract or transaction is the market price at the time the contract
is executed or the transaction is performed;

c) The Owner complies with the obligations as stipulated at Sub-clause (d) of Clause 8.2
of this Charter.

18.3 A contract or transaction shall be void and be dealt with in accordance with law if its
execution or performance does not comply with Clause 18.1. The General Director and the
parties to the contract must compensate for any damage arising and return to the Company
any benefits gained from the implementation of such contract or transactions.

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Charter – ASWIG SOLUTIONS VIETNAM COMPANY LIMITED

CHAPTER IV: ACCOUNTING AND FINANCE

Article 19. Fiscal year

The fiscal year of the Company will commence on the 1 st day of July in each calendar year
and end on the 30th day of June in the following calendar year. In the first year of
establishment of the Company, the fiscal year will commence from the date of issuance the
Investment Certificate to the June 30th of the following calendar year.

Article 20. Accounting books

20.1 The accounting books of the Company shall be opened fully and maintained according to the
regulations of laws.

20.2 At the end of each fiscal year, the Company shall complete the financial reports for
submission to the Company’s Owner.

20.3 Within 90 days from the closing date of the fiscal year, the annual financial statements of the
Company must be submitted to the tax authority and the competent Business Registration
Authority.

CHAPTER V: RE-ORGANIZATION, DISSOLUTION

Article 21 Re-organization of the Company

Division, separation, consolidation, merger, conversion of the Company shall be decided in

writing by the Company’s Owner and be in accordance with the prevailing laws.

Article 22. Dissolution and liquidation of the assets of the Company

22.1 The Company shall be dissolved in the following cases:

(a) At the expiry of the term stipulated in the Charter and no extension is made;

(b) At the written decision of the Company’s Owner;

(c) The Investment Certificate is revoked or cancelled.

22.2 The Company shall only be allowed to be dissolved when it ensures to fulfill all debts and
other property obligations.

CHAPTER VI: IMPLEMENTATION PROVISIONS

Article 23. Effectiveness of the Charter

This Charter shall become effective on the issuance date of the Investment Certificate.

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Charter – ASWIG SOLUTIONS VIETNAM COMPANY LIMITED

Article 24. Manner of amendment and addition to the articles of the Charter

24.1 All matters in connection to the operation of the Company which are not provided in this
Charter shall be applied in accordance with the Enterprise Law and the other relevant legal
regulations.

24.2 In case this Charter has any illegal articles which will lead an illegal implementation, such
articles shall not be implemented and considered to revise immediately as decision of the
Owner.

Article 25. Final provision

This Charter includes 06 (six) Chapters and 25 (twenty five) Articles, is made in 03 (three)
sets (in both Vietnamese and English with the same validity), 01 set shall be registered at the
Business Registration Authority, 01 set shall be filed at the Company and 01 set shall be sent to
the Company Owner. In case of any conflict between the two language versions, the Vietnamese
version shall prevail.

Ho Chi Minh City, ___ October 2012

For and on behalf of the Company

ASWIG SOLUTIONS VIETNAM
COMPANY LIMITED

FUSSELL, JOSEPH DAVID HOUSDEN

General Director

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Charter – ASWIG SOLUTIONS VIETNAM COMPANY LIMITED

For and on behalf of

ASWIG IT PTY LTD

___________________________
FLEETWOOD ANTHONY DAVID
Chairman of the Members’ Council

________________________ _______________________
FUSSELL, JOSEPH DAVID HOUSDEN MCCULLAGH, CAMERON SCOTT
Member of the Members’ Council Member of the Members’ Council

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